Guidance Note on Offer Documents has been amended

Published 1 March 2015

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The Panel has updated its Guidance Note on Offer Documents to include a reminder that takeover offers must be on the same terms and conditions as those contained in, or accompanying, the takeover notice, with limited exceptions. All changes or additions to the terms and conditions included in the offer must be notified to the target company before the offer document is sent to shareholders. The Panel also reminds offerors that acceptance transfer forms are part of the terms and conditions of an offer and must be sent with the takeover notice.

The Panel has also updated the Guidance Note to provide guidance on due diligence offer conditions. The guidance is about the drafting of due diligence conditions to avoid breaching the Code, and discusses whether a target company can refuse to allow due diligence in light of the prohibition on defensive tactics in rule 38 of the Code.